Rick Moscone | Corporate Finance Lawyer | Fogler, Rubinoff

Rick Moscone

Partner

Toronto

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Moscone, Rick

PROFILE

Rick has over 15 years of experience in corporate finance, mergers and acquisitions and securities regulatory matters. His experience includes structuring and negotiating securities and commercial transactions. In addition to his transactional practice, Rick provides general corporate commercial advice to a range of private company clients on day to day matters impacting their businesses, including acting for start-ups from the formation stage all the way through the development cycle of an emerging growth company.

Rick was a Finalist in Lexpert's 2014 "Rising Stars - Leading Lawyers under 40 competition". The Rising Stars competition showcases Canadian lawyers that have an outstanding track record of success with complex transactions, contributed to their communities and profession and demonstrated leadership within their law departments. Finalists also were selected for being team players, adaptability to change and demonstrated business acumen and adaptability to change.

Rick has also been recognized as a Lawyer to Watch in the 2015, Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.

Prior to joining Fogler, Rubinoff LLP, Rick worked as a senior consultant for an international consulting firm and practiced with another major law firm in Toronto.

Publications

JULY 04 2019

On July 3, 2019 the provincial regulator for cannabis retail storefronts, the Alcohol and Gaming Commission of Ontario (the "AGCO"), announced that it has been given the regulatory authority to conduct a second lottery for 42 private cannabis retail store authorizations (the "Lottery").

APRIL 07 2019

Federal Cannabis-ad Rules Have Been a Buzz-kill for Canadian Brands

Rick was featured in the Globe & Mail article: Federal Cannabis-ad Rules Have Been a Buzz-kill for Canadian Brands. According to Rick, "there are certain players who have taken a bit of an aggressive approach, waiting for regulators to come say something. It creates a non-level playing field when some are willing to take that approach and others aren’t."

JANUARY 09 2019

Weeding Out The Edible, Extracts And Topical Appeal

On December 20, 2018 Health Canada launched a 60-day public consultation on draft regulations to amend Schedule 4 (the "Schedule") to the Cannabis Act (the "Act") to include the following classes of cannabis that can be legally sold in Canada: "edible cannabis", "cannabis extracts" and "cannabis topicals"...

OCTOBER 30 2018

Rick Moscone co-led the Canadian Marketing Association's Working Group on Cannabis that produced the CMA Guide on Permitted Cannabis Marketing Activities

Rick Moscone co-led the Canadian Marketing Association's Working Group on Cannabis that produced the CMA Guide on Permitted Cannabis Marketing Activities. The Guide was recently featured in the Globe & Mail article: Marketing group releases guide as cannabis sector wrestles with new advertising rules. Click here to read about the Guide.

OCTOBER 01 2018

Bill 36 — Approach to Cannabis Retailing in Ontario

The Attorney General introduced Bill 36 on September 27, 2018. This Bill, if enacted, would make significant changes to the previous Government's approach to retailing of cannabis and its use in public areas...

Ontario's Evolving Cannabis Retail Model

JUNE 29 2018

Highlights of the New Cannabis Regulations Enacted Under the Cannabis Act

On June 21, 2018, the Cannabis Act (the "Act") received Royal Assent, marking a historic milestone for Canada in that it became the first G7 nation to legalize cannabis. On June 27, 2018, Health Canada released new sets of regulations (the "Regulations"), as summarized below, that support and clarify the Act...

MARCH 23 2018

Plain Jane Pot Packaging

On March 19, 2018, Health Canada unveiled its proposed regulations under the Cannabis Act applicable to the packaging and labelling of recreational cannabis following a 60-day public consultation period...

FEBRUARY 13 2018

With much uncertainty surrounding the rapidly growing marijuana industry following the rescission of the Obama-era Cole Memorandum, the Canadian Securities Administrators (the "CSA") reiterated a position that bodes well for Canadian issuers involved in U.S. marijuana activities: that a disclosure-based approach remains appropriate in light of the risks posed by an inconsistent legal framework...

OCTOBER 18 2017

TMX Group and CSA Provide Guidance To Canadian-Listed Cannabis Issuers With Connections To The U.S.

On October 16, 2017, the TMX Group, which operates the Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV), issued a Staff Notice which advised that with regard to the listing requirements of the TSX and TSXV, United States (U.S.) federal law shall take precedence over state laws that have legalized cannabis medically and/or recreationally...

OCTOBER 06 2017

Cannabis Edibles Coming to Canada

On October 3, 2017, the Standing Committee on Health (HESA) voted for an amendment to Bill C-45 (Cannabis Act) that would allow for the availability of cannabis edibles and concentrates within 12 months of the Cannabis Act coming into force. The amendment will need to be approved by the House of Commons.

SEPTEMBER 11 2017

Ontario Is The First Province In Canada To Reveal Its Plan For Distribution Of Cannabis Under The Proposed Federal Cannabis Act

On September 8, 2017, the Province of Ontario announced its planned approach to the federal legalization of cannabis as proposed by Bill C-45, the Cannabis Act, which provided significant discretion to the provinces to determine the approach to distribution, sale and retailing of cannabis within the individual provinces.

AUGUST 10 2017

Market Participants Take Note: Securities Regulators To Subject Special Transactions To Greater Scrutiny And On A Real-Time Basis

On July 27, 2017, the securities regulatory authorities of Ontario, Quebec, Alberta, Manitoba and New Brunswick (collectively, "Staff") published comments in a Notice (the "Notice") on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), advising market participants of their collective intention to subject material conflict of interest transactions ("Special Transactions") to greater scrutiny by reviewing them in "real time."

APRIL 26 2017

High Time To Enter The Cannabis Industry: Canadian Federal Government Introduces Legislation To Legalize Recreational Cannabis

On April 13, 2017, the federal government introduced the highly anticipated Bill C-45, An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts (the "Act")...

Industry Groups

Representative Work

Leading Esports Company Raises $7.5 Million (May 2019)

Reciprocity Corp. has completed equity raises totalling $7.5 million. Reciprocity is a premier professional esports team franchise and content creator with the goal to become an industry leading brand with a large, loyal, and passionate fan base.

Foglers acted as counsel to Reciprocity with respect to the offerings.

CannTrust Holdings Completes US$195.5 Million Underwritten Public Offering of Common Shares (May 2019)

CannTrust Holdings completed an underwritten public offering of 36,363,636 common shares at a price to the public of US$5.50 per share. The Company sold 30,909,091 common shares in the offering for total gross proceeds to the Company of US$170 million and certain shareholders sold 5,454,545 common shares in the offering. The underwriters subsequently exercised in full their option to purchase 4,636,363 and 818,182 additional common shares, respectively, from the Company and a certain selling shareholder, at the public offering price, resulting in total gross proceeds to the Company of approximately U.S.$25.5 millionin connection with the option to purchase and US$195.5 million in the aggregate from the offering.

WeedMD, a federally-licensed producer and distributor of medical-grade cannabis, entered into a credit facility with Bank of Montreal (BMO). Under the terms of the credit facility, BMO will provide WeedMD up to $39 million of secured debt financing at a rate of interest that is expected to average in the low-to-high 5% per annum range over a three-year term.

The facility consists of a $33.1 million term loan, a $3.0 million equipment term loan and a $3.0 million revolving credit facility, all of which mature in 2022. WeedMD may, at its discretion, repay the balance of the loans without penalty at any time during the term.

Concurrently, WeedMD exercised its option to purchase the Health Canada-licensed, 98-acre Strathroy property from Perfect Pick Farms. The Strathroy purchase includes the licensed 610,000 sq. ft. state-of-the-art hybrid-greenhouse, more than 100,000 sq. ft. of ancillary structures and all other infrastructure and equipment as well the 50 acres of land upon which the company intends to cultivate outdoor cannabis.

WeedMD subsequently acquired an additional 60 acres of land located directly adjacent to its 98-acre Strathroy property, increasing the potential outdoor grow area to more than 100 acres.

Foglers acted as counsel to WeedMD with respect to the BMO credit facility, the acquisition of the Strathroy property and the land acquisition.

kneat.com, inc. closed a short form prospectus offering, including the full exercise of the over-allotment option. The Company sold 6,037,500 common shares at a price of $1.05 per common share for aggregate gross proceeds of $6,339,375. The Offering was completed by a syndicate of underwriters led by Cormark Securities Inc., and including Echelon Wealth Partners Inc. and Mackie Research Capital Corporation. The Company also completed a non-brokered private placement of 2,074,437 common shares at a price of $1.05 per common share for aggregate gross proceeds of $2,178,159.

Foglers acted as counsel to kneat.com, inc.

Kneat develops and markets the next generation Kneat Gx software platform. Multiple business processes can be configured on the platform from equipment to computer system validation, through to quality document management. Kneat's software allows users to author, review, approve, execute testing online, manage any exceptions and post approve final deliverables in a controlled FDA 21 CFR Part 11/ Eudralex Annex 11 compliant platform. Macro and micro report dashboards enable powerful oversight into all systems, projects and processes worldwide. Customer case studies are reporting productivity improvements in excess of 100% and a higher data integrity and compliance standard.

On December 20, 2018, Bragg Gaming (formerly Breaking Data Corp.) completed the acquisition of AA Acquisition Group Inc. ("AAA") effected via a "three-cornered amalgamation" of AAA with a wholly-owned subsidiary of Bragg Gaming. Bragg Gaming acquired of all of the issued and outstanding securities of AAA in exchange for the issuance to AAA shareholders of 20,999,994 common shares of Bragg Gaming on a pro-rata basis.

AAA is a special purpose vehicle incorporated with the primary purpose of acquiring Oryx International,Gaming, a gaming and turnkey solutions provider based in the United States and Malta with a subsidiary in Slovenia. Oryx offers a proprietary i-gaming platform and a diverse portfolio of proprietary and 3rd party Sportsbook, Lottery and Casino products with over 5,000 content titles included. On December 20,2018, AAA acquired all of the issued and outstanding membership interests of Oryx for consideration in the aggregate of €7.5 million in addition to earn-out payments.

Bragg Gaming also completed an offering of 27,058,802 Subscription Receipts at a price of C$0.51 per Subscription Receipt for gross proceeds of approximately C$13,800,000.

Foglers acted as counsel to Bragg Gaming.

Canopy Growth Corporation Acquires Hiku Brands (September 2018)

On September 5, 2018, Canopy Growth Corporation announced the acquisition of Hiku Brands Company Ltd.

Hiku Brands Company Ltd. had previously entered into a merger transaction with WeedMD Inc., which was terminated on July 10, 2018, pursuant to which WeedMD Inc. received a $10 million termination fee. Fogler, Rubinoff LLP was counsel to WeedMD Inc.

Sarment Holding Limited closed its initial public offering of an aggregate of 6,057,553 ordinary shares at a price of $3.15 per ordinary share for total gross proceeds of CAD$19,081,292.

The Offering was managed by a syndicate of agents led by Haywood Securities Inc., as sole bookrunner, and including Canaccord Genuity Corp., Cormark Securities Inc. and Paradigm Capital Inc. Fogler, Rubinoff LLP was counsel to the Agents.

Sarment is Singapore-based and operates a luxury marketplace focused on offering curated luxury goods and services to High-Net-Worth and Ultra-High-Net-Worth individuals. Sarment’s AI-based digital ecosystem provides intelligent personal services focusing on creating unique luxury experiences. Sarment’s objective is to become the leader in global luxury lifestyle management and the preeminent marketplace for this market segment. Since its establishment in 2012, Sarment has expanded throughout Asia and is now seeking global expansion.

Counsel to a confidential client which completed a brokered $6 million private placement of common shares. The client is a Licensed Producer under the ACMPR.

CannTrust Completes $100,395,000 Bought Deal Financing (June 2018)

Counsel to CannTrust Holdings Inc. in connection with a short form prospectus offering, including the full exercise of the over-allotment option, of a total of 11,155,000 units of the Company sold at a price of $9.00 per Unit for aggregate gross proceeds of $100,395,000. The Offering was completed by a syndicate of underwriters co-led by Canaccord Genuity Corp. and GMP Securities L.P. and including Echelon Wealth Partners Inc., Bloom Burton Securities Inc., Cormark Securities Inc. and Haywood Securities Inc.

Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant, with each whole warrant entitling the holder thereof to purchase one Common Share at an exercise price of $12.00, until June 5, 2020.

The Company intends to use the net proceeds from the Offering to increase its Canadian processing capability, domestic and international capacity expansion and for general working capital purposes.

Counsel to kneat.com, inc. in connection with a private placement of 6,871,830 common shares at a price of $0.90 per share for gross proceeds of $6,184,647. The financing was completed through a syndicate of agents led by Echelon Wealth Partners Inc., and including Bloom Burton Securities Inc. and Industrial Alliance Securities.

Kneat develops and markets the next generation Kneat Gx software platform. Multiple business processes can be configured on the platform from equipment to computer system validation, through to production record execution and quality document management. Kneat Gx allows users to author, review, approve, execute testing online, manage any exceptions and post approve final deliverables in a controlled FDA 21 CFR Part 11/ Eudralex Annex 11 compliant platform. Macro and micro report dashboards enable powerful oversight into all systems, projects and processes world wide. Customer case studies are reporting productivity improvements in excess of 100% and a higher compliance standard.

Millennial Esports Completes $13 Million Equity Financing and Acquisition of a Controlling Interest in Eden Games (January 2018)

Counsel to Millennial Esports Corp. in connection with the issuance of 18,804,075 units at an issuance price of $0.70 per unit for gross proceeds of $13,162,852. Each unit is comprised of one common share of Millennial and one-half of one (1/2) common share purchase warrant of Millennial, with each whole Warrant entitles the holder to acquire one common share of Millennial for a period of 24 months from the date of issuance of the Warrant at an exercise price of $1.20 per share.

Millennial used part of the proceeds from the financing to complete the previously announced acquisition of an approximate 82.5% majority interest of Eden Games. The Company paid EUR6,904,039.72 and issued 4,438,522 common shares of Millennial Esports to securityholders of Eden Games in exchange for acquiring the approximate 82.5% majority interest.

Eden Games is part of Millennial's offering in motor sports and Esports racing. The innovative French video game publisher took the mobile gaming world by storm with the release of Gear.Club, an immensely popular racing game that has been downloaded more than 6.5 million times. Gear.Club Unlimited was recently made available as the first realistic racing game on the Nintendo Switch.

Counsel to WeedMD in connection with a short form prospectus offering, including the full exercise of the over-allotment option, of a total of 16,046,511 units of the Company sold at a price of $2.15 per Unit for aggregate gross proceeds of $34,500,000. The offering was completed by a syndicate of underwriters including Eight Capital as sole bookrunner and co-lead underwriter with Mackie Research Capital Corporation and including Haywood Securities Inc.

Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant, with each whole warrant entitling the holder thereof to purchase one Common Share at an exercise price of $2.90, until January 11, 2020.

The Company intends to use the net proceeds of the offering to expand its lease footprint and retrofitting plans and operations at its 14-acre Strathroy Greenhouse, to purchase and further develop its Aylmer Facility, to pursue potential strategic domestic and international opportunities and for working capital and general corporate purposes.

Counsel to CannTrust Holdings Inc. in respect of its bought deal private placement financing of 4,000,000 Common Shares of the Company at a price of $5.00 per share for gross proceeds of $20,000,000 with a syndicate of underwriters led by Echelon Wealth Partners Inc. and Bloom Burton Securities Inc. and including Canaccord Genuity Corp., Eight Capital Corp. and Haywood Securities Inc.

The net proceeds of the Offering are expected to be used to fund the Phase 2 build out of CannTrust's recently licensed Niagara Greenhouse Facility and for general corporate and working capital purposes.

Counsel to WeedMD Inc. in respect of its bought deal private placement financing of 15,000 convertible unsecured debentures of the Company at a price per Convertible Debenture of $1,000.00 for gross proceeds of $15,000,000 with a syndicate of underwriters led by Eight Capital and including Haywood Securities Inc. and Mackie Research Capital Corporation. The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, and will be convertible at the option of the holder into common shares of the Company at any time prior to the close of business on the Maturity Date at a conversion price of $1.20 per Share. At any time after March 3, 2018, the Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on 30 days prior written notice should the (1) daily volume weighted average trading price of the Shares be greater than $2.00, for any 10 consecutive trading days, and (2) the volume traded during each VWAP day is not less than 50,000 common shares.

Counsel to a confidential client which completed a $10 million royalty/streaming financing with respect to future production of cannabis under the Access to Cannabis for Medical Purposes Regulations (ACMPR). The financing was provided by a firm which specializes in providing financing to Licensed Producer applicants under the ACMPR. The client is a late-stage Licensed Producer applicant under the ACMPR.

On February 16, 2017, CannTrust Holdings Inc. issued 12,584,100 special warrants at an issue price of $2.00 per special warrant for gross proceeds of $25,168,200, and concurrenty issued 510,000 common shares at an issue price of $2.00 per share for gross proceeds of $1,020,000. A prospectus qualifying the common shares underlying the special warrants was receipted by the applicable securities commissions in Canada on August 11, 2017 and the common shares of CannTrust Holdings Inc. commenced trading on the Canadian Securities Exchange on August 21, 2017.

CannTrust™, since its inception in 2014, has led the Canadian market in producing pharmaceutically standardized product. As a federally regulated licensed producer, CannTrust™ brings more than 40 years of pharmacy and healthcare experience to the medical cannabis industry. CannTrust™ currently operates a 50,000 square foot state-of-the-art hydroponic facility in Vaughan, Ontario and is upgrading a 430,000 square foot cultivation facility in the Niagara region.

Equifax Acquires ID Watchdog for US$63 million (August 2017)

Canadian Counsel to ID Watchdog, Inc. in connection with its acquisition by Equifax Inc. (NYSE:EFX) for approximately US$63 million, which was completed by way of a statutory merger under the law of the Cayman Islands.

About ID WatchdogID Watchdog provides award-winning identity theft protection and resolution services to the employee benefits marketplace and also offers breach resolution, white label, wholesale, and embedded programs. Founded in 2005 and headquartered in Denver, Colorado, ID Watchdog leverages proprietary technology that searches billions of data points to detect changes in the personal identity profiles of each subscriber and provides resolution services.

ID Watchdog holds six industry awards for its identity protection software and service. The Company has been recognized for its leadership in identity theft protection, detection, and resolution as well as for its innovative technology, premier customer service, and personalized communication.

Solitario Zinc Corp. Acquires Zazu Metals Corporation (July 2017)

Counsel to Solitario Zinc Corp. (formerly Solitario Exploration & Royalty Corp.) in connection with its acquisition of Zazu Metals Corporation pursuant to a plan of arrangement under the Canada Business Corporations Act. Zazu's principal asset is its 50% operating interest in the Lik zinc-lead-silver deposit in Northwest Alaska, which is large tonnage, high-grade and potentially open pittable. Teck Resources Limited is a 50% partner with Solitario in the Lik deposit, with Solitario acting as the project manager. Zazu completed a positive PEA on the Lik deposit in 2014.

Harvest One Cannabis Inc. commenced trading on the TSX Venture Exchange on April 28, 2017 upon completion of its qualifying transaction.

Concurrent with the closing of the qualifying transaction, Harvest One Cannabis completed a $25 million equity financing with a syndicate of Agents led by Mackie Research Capital Corporation, and including Canaccord Genuity Corp., Eight Capital and GMP Securities L.P. Pursuant to the Offering, Harvest One Cannabis initially issued 33,333,334 subscription receipts at an issue price of $0.75 per subscription receipt. Upon completion of the qualifying transaction, Harvest One Cannabis issued 33,333,334 common shares and 16,666,667 warrants on conversion of the 33,333,334 subscription receipts. Each warrant will entitle the holder thereof to purchase one common share at a price of $1.00 for a period of 36 months.

Counsel to WeedMD Rx Inc. in connection with a $7.6 million financing and the completion of the qualifying transaction with Aumento Capital V Corporation. The resulting issuer is known as WeedMD Inc. and commenced trading on the TSXV on April 27, 2017.

The financing was initially completed as a convertible debenture financing in November 2016, and upon completion of the qualifying transaction the convertible debentures were automatically converted into units of the resulting issuer at a price of $0.60 per unit, with each unit comprised of a common share and a warrant. Each warrant is exercisable into a common share at an exercise price of $0.80 for 24 months.

About WeedMD Rx Inc.WeedMD Rx Inc. is a licensed producer of medical cannabis pursuant to the Access to Cannabis for Medical Purposes Regulations (ACMPR). WeedMD operates a 26,000 square foot, scalable production facility in Aylmer, Ontario with four acres of property for future expansion. WeedMD is focused on providing consistent, quality medicine to the long-term care and assisted living markets in Canada through its comprehensive platform developed exclusively for that industry. WeedMD is dedicated to educating healthcare practitioners and furthering public understanding of the role medical cannabis can play as a viable alternative to prescription medication in relieving a variety of chronic medical conditions and illnesses.

Counsel to Breaking Data Corp. in respect of its acquisition of Sports New Media Holdings Limited (SNM), a corporation existing under the laws of the United Kingdom, which is the owner of GiveMeSport.com and its related businesses.

Concurrent with the closing of the acquisition, Breaking Data completed a $5 million equity financing with a syndicate of agents led by Clarus Securities Inc. and including Haywood Securities Inc. Pursuant to the offering, Breaking Data initially issued 12,500,000 subscription receipts at an issue price of $0.40 per subscription receipt. Upon completion of the acquistion of SNM, Breaking Data issued 12,500,000 common shares and 6,250,000 warrants on conversion of the 12,500,000 subscription receipts. Each warrant will entitle the holder thereof to purchase one common share at a price of $0.70 for a period of 24 months.

About Breaking Data Corp.:

Breaking Data Corp. is a technology provider of semantic search, machine learning and natural language processing ("NLP"). The Company's technology platform has many practical applications, in multiple business and consumer verticals that are immersed in massive media and data rich settings. The Company's showcase app, BreakingSports, utilizes semantic machine learning and NLP to track social media in a fully automated, real-time manner for significant sports information and events and distributes summarized information through real-time push notifications to consumers. The Company also enables mobile application providers to generate revenue into their apps via its "Poynt-Enabled" SDK and owns Poynt, an award winning local mobile search app. Find out more at breakingdatacorp.com.

About GiveMeSport:

GiveMeSport is a leading next generation sports media company with the largest single publisher Facebook page in the world, with over 25.9 million fans. The next largest single sports publisher Facebook page is ESPN with 15.2 fans. GiveMeSport's content generates over 3.6 billion impressions (Feb-17), reaching over 138 million unique users (Feb-17) per month on Facebook alone. 40% of GiveMeSport's advertising revenue is generated from desktop, with an increasing share coming from mobile advertising. SNM's product is distributed via website, mobile devices and the internet. Management of GiveMeSport is focused on developing a GiveMeSport app.

Counsel to Breaking Data Corp. in respect of its bought deal private placement financing with a syndicate of underwriters led by Clarus Securities Inc. and including Haywood Securities Inc. Pursuant to the offering, the company issued 27,777,700 units of the company at a price of $0.18 per Unit, including 3,877,700 units issued pursuant to the full exercise of the underwriters' over-allotment option, for aggregate gross proceeds of $4,999,986. Each unit is comprised of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of $0.24 for a period of 24 months following closing of the offering.

Counsel to Pro Gaming League Inc. in connection with combined equity financings of $6 million and the completion of the qualifying transaction with Stratton Capital Corp. The resulting issuer is known as Millennial Esports Corp. and commenced trading on the TSXV on October 27, 2016.

Millennial Esports Corp. is the first publically traded company in North America which is focused on the burgeoning business of esports.

About Millennial ESports Corp.

The Company, through its subsidiary PGL, operates ProGamingLeague.com, an eSports platform and online community, which provides gamers with a variety of online competitions, leagues and ladders giving them an opportunity to win prizes and garner recognition within the global eSports community. PGL's production division delivers turnkey tournament and event planning, coordination and logistics. Finally, PGL owns and operates some of the leading mobile apps related to eSports (LoL Champions). PGL was launched in 2013 with the ultimate goal to unite the most popular eSports communities on a single entertainment platform and is quickly becoming a favoured online destination for eSports enthusiasts from around the globe. In addition, PGL provides turnkey solutions in an effort to give game publishers, consumer brands and other partners exposure and influence on a targeted audience, thereby enabling them to generate new revenue streams by leveraging this unique and highly sought after global demographic.

Abba Medix Group Completes $6 Million Financing in Support of Proposed Clinical Wellness Acquisitions (September 2016)

Abba Medix Group Inc. ("Abba" or the "Company") (CSE:ABA) issued and sold on a subscription receipt basis, 19,001,000 Equity Units (the "Equity Unit Subscription Receipts") and 1,275 Debenture Units (the "Debenture Unit Subscription Receipts") at a subscription price of $0.25 per Equity Unit Subscription Receipt and $1,000 per Debenture Unit Subscription Receipt for aggregate gross proceeds of $6,025,000. The Offering was completed in connection with the acquisition by Abba of Marijuana for Trauma Inc. and The Longevity Project.

Mackie Research Capital Corporation acted as sole agent in connection with the Offering. Foglers was counsel to Mackie Research Capital Corporation in respect of the Offering.

Counsel to kneat.com, inc. (formerly, Fortune Bay Corp.) in connection with: (i) the spin-out of its resource properties by way of a court-approved plan of arrangement in Ontario; and (ii) the acquisition of 100% of the issued and outstanding ordinary shares of Kneat Solutions Limited by way of a concurrent scheme of arrangement in Ireland.

kneat.com, inc. and Fortune Bay Corp. both commenced trading on the TSXV on July 5, 2016.

About kneat.com, inc.

Kneat, headquartered in Limerick, Ireland, is in the business of developing and marketing the Kneat Gx platform software that meets the stringent pharmaceutical industry regulatory requirements for all forms of validation, equipment changeover management, risk lifecycle management, change control and much more. It has been designed to allow the customer to configure and manage many regulated data and document processes in a paper-less environment.

About Fortune Bay Corp.

Fortune Bay is engaged in the exploration and potential development of two primary mining projects: the Goldfields project and the Ixhuatán project. The Goldfields project is a property located in northern Saskatchewan and consists of two gold deposits: the Box deposit and the Athona deposit. The Ixhuatán project is located in the northern Chiapas State in Mexico.

Imex Systems Inc. Completes $3.5 million in Financings and Commences Trading on the TSXV (June 2016)

Counsel to Imex Systems Inc., a Canadian software solution provider to Governments, Municipalities and Public Authorities, in connection with the completion of financings totalling $3.5 million over the course of 2015 and 2016. Imex commenced trading on the TSXV in June 2016.

MediaValet Inc. Completes $1.5 million Private Placement (April 2016)

Counsel to Haywood Securities Inc. which acted as agent in connection with a private placement of equity units by MediaValet Inc., a leading provider of cloud-based digital asset management software. The brokered private placement consisted of the sale of 9,464,794 units at a price of $0.16 per Unit for gross proceeds of $1,514,367.

Industrial Alliance Securities Inc. acquired Burgeonvest Bick Corporation, the sole shareholder of Burgeonvest Bick Securities Limited, a securities brokerage firm and IIROC dealer member, which included a network of licensed advisors across southern Ontario with assets under administration of about $840 million.

Foglers acted as counsel to the shareholders of Burgeonvest Bick Corporation.

Solitario and Ely Gold Sell Interest in Mt. Hamilton Gold Project to Waterton for Total Consideration of US$30 Million (August 2015)

Canadian counsel to Solitario Exploration & Royalty Corp. in connection with the sale of its 80% interest in the Mt. Hamilton Gold Project, which was sold along with Ely Gold & Minerals Inc.'s 20% interest in the project. The transaction was structured as the sale of the sellers’ membership interests in Mt. Hamilton LLC, a limited liability company that held 100% of the Mt. Hamilton assets, to Waterton Nevada Splitter, LLC, a wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP, for total cash proceeds of US$30 million.

In February 2015, Sprylogics completed a $1.5 million unit financing at an issue price of $0.35 per unit. At the same time, Sprylogics issued a $500,000 convertible debenture to a strategic investor with no interest charge and convertible into units of Sprylogics at a price of $0.38 per unit.

In March 2015, Sprylogics completed a $3.25 million unit financing at an issue price of $0.40 per unit.

Counsel to Brigus Gold Corp. in connection with its acquisition by Primero Mining Corp. pursuant to a plan of arrangement for aggregate consideration of approximately $310 million (including assumed debt). As part of the plan of arrangement, Brigus' non-Ontario assets, including the Goldfields Project in Saskatchewan, were spun-out into Fortune Bay Corp., a TSX listed company.

Counsel to Sprylogics International Corp. in connection with the acquisition of Poynt Inc., the owner of the Poynt mobile application and other IP assets, including a number of early stage patents granted in their key business areas, which are primarily mobile advertising and other related industries.

Counsel to Sprylogics International Corp. in connection with the issuance of a total of 15,197,340 subscription receipts at a price of $0.40 per subscription receipt for gross proceeds of $6,078,936. Beacon Securities Limited acted as agent in connection with the financing.

Mezzanine Financing by Energy Marketing and Selling Business (June 2013)

Counsel to a North American based natural gas and electricity marketing and selling business in connection with the completion of a mezzanine financing with a private equity investor.

Closing of Private Placement by Real Estate LP (January 2013)

Counsel to the agent in connection with a $1.5 million private placement by a US-focused real estate limited partnership

New Slate of Directors Appointed by Shareholders of Continental Precious Minerals (December 20, 2012)

Counsel to the dissidents in connection with a successful proxy campaign to replace the board of directors of Continental Precious Minerals Inc.

Acquisition of Energy Marketing and Selling Business (November 2012)

Counsel to the purchaser of a North American based natural gas and electricity marketing and selling business

Counsel to Quia Resources Inc., a gold exploration company focused on Colombia, in connection with various private placements totalling approximately $10 million as a private company, and its plan of arrangement with Onsino Capital Corp. resulting in Quia Resources Inc. becoming listed on the TSX Venture Exchange

Counsel to Sunel Securities Inc. in connection with its acting as agent for Aurcana Corporation in respect of a $60 million private placement of units

Brigus Gold Sells Gold Stream for $56.3 Million (November 9, 2010)

Counsel to Brigus Gold Corp. in respect of its negotiation and entering into of a gold stream agreement with Sandstorm Resources Ltd. resulting in Sandstorm making an upfront payment of US$56.3 million to Brigus Gold

Brigus Gold Completes $57.5 Million Financing (October 19, 2010)

Counsel to Brigus Gold Corp. in respect of its $57.5 million short form prospectus offering of units and flow-through shares

Counsel to Polaris Geothermal Inc. in connection with a plan of arrangement involving the amalgamation of Polaris Geothermal Inc., Western GeoPower Corp. and GTO Resources Inc. and the concurrent acquisition of Ram Power Inc. and the raising of $180 million in equity financing resulting in the formation of Ram Power, Corp., a TSX listed entity

Counsel to Apollo Gold Corporation in respect of a US$70 million project facility with Macquarie Bank Ltd. and RMB Resources Inc. for the development of the Black Fox Project and the earlier US$15 million bridge facility obtained by Apollo Gold Corporation from the same parties completed in December 2008

Loring Ward Completes Plan of Arrangement (January 23, 2009)

Counsel to Werba Reinhard in respect of its US$82 million acquisition of Loring Ward International Ltd.

Counsel to Constellation Copper Corporation in respect of its $69 million short form prospectus offering (including the exercise of the over-allotment option) and listing on the Toronto Stock Exchange of convertible debentures.

Counsel to Braveheart Resources Inc. in connection with its acquisition of Purcell Basin Minerals Inc. pursuant to a Plan of Arrangement and made pursuant to the Companies' Creditors Arrangement Act. Total consideration for the acquisition was approximately $12 million including repayment of secured debt, assumption of debt and issuance of securities of Braveheart.

Purcell Basin's principal asset is the Gallowai Bul River Mine in the East Kootenays of southeast British Columbia.

Education

Admitted to Ontario Bar, 2003

York University, Schulich School of Business, M.B.A., 2002

Queen's University, LL.B., 2000

University of Toronto, B.A. (Hons.), Political Science and History, 1998

Speaking Engagements

Moderator, Cannabis: A Real Use Case for Blockchain, Cantech Investment Conference, January 2019

Moderator, Growing A Cannabis Business: A Fireside Chat with Brad Rogers President & COO of CannTrust, Entrepreneurs Organziation, May 2018

Moderator, The Future is Now: How Tech is Changing the Delivery of Legal Services for the Mid Tier, International Lawyers Association Annual Conference, June 2018

Presenter, Recruitment & Compensation: How to Recruit the Best and Still Protect your Company, Legal Innovation Zone, Ryerson University, February 25, 2016